EXHIBIT 4.1

64488
NUMBER                                                             SHARES
                                  COMMON STOCK
GB
                    GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.
[BOOK LOGO]                                                        [BOOK LOGO]
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                      SEE REVERSE FOR CERTAIN DEFINITIONS  CUSIP 380804 20 3

THIS IS TO CERTIFY THAT





IS THE OWNER OF

                        FULLY PAID AND NON-ASSESSABLE SHARES OF THE $.01 PAR
                                   VALUE COMMON STOCK OF

                        -------GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.----------

                        transferable  on the  books  of the  Corporation  by the
                        holder hereof in person or by duly  authorized  attorney
                        upon surrender of this certificate  properly endorsed or
                        assigned.  This  certificate and the shares  represented
                        hereby  are  issued  and shall be  subject to all of the
                        provisions of the Certificate of  Incorporation  and the
                        By-Laws of the Corporation as amended from time to time.
                        This  certificate is not valid until  countersigned  and
                        registered by the Transfer Agent and Registrar.

                        WITNESS the facsimile  seal of the  Corporation  and the
                        facsimile signatures of its duly authorized officers.

[TRAIN LOGO]                 Dated

                                /s/ Philip Galanes       /s/ Richard E. Snyder
                                    PHILIP GALANES           RICHARD E. SNYDER
                                      SECRETARY                  CHAIRMAN


                                COUNTERSIGNED AND REGISTERED:       [GOLDEN
                                    THE BANK OF NEW YORK              BOOKS
                                                 TRANSFER AGENT      FAMILY
                                                  AND REGISTRAR   ENTERTAINMENT,
                                                                       INC.
                                  BY                                  SEAL]
                                             AUTHORIZED SIGNATURE

<PAGE>

     THE  CORPORATION  WILL FURNISH  WITHOUT CHARGE TO EACH  STOCKHOLDER  WHO SO
REQUESTS, THE POWERS,  DESIGNATIONS,  PREFERENCES  AND RELATIVE,  PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION,  AND  THE  QUALIFICATIONS,  LIMITATIONS  OR  RESTRICTIONS  OF  SUCH
PREFERENCES  AND/OR RIGHTS.  ANY SUCH REQUEST MAY BE MADE TO THE  CORPORATION OR
THE TRANSFER AGENT.

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:
     TEN COM-as tenants in common       UNIF GIFT MIN ACT-      Custodian
                                                          ------         -----
     TEN ENT-as tenants by the entireties                 (Cust)         (Minor)
     JT TEN -as joint tenants with right of               under Uniform Gifts to
             survivorship and not as tenants              Minors Act
             in common                                              ------------
                                                                      (State)
    Additional abbreviations may also be used though not in the above list.

          FOR VALUE RECEIVED,        HEREBY SELL, ASSIGN AND TRANSFER UNTO
          PLEASE INSERT SOCIAL SECURITY OR OTHER
            IDENTIFYING NUMBER OF ASSIGNEE
          [                                ]

          -------------------------------------------------------------
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

          -------------------------------------------------------------

          -------------------------------------------------------------
                                                                 SHARES
          -------------------------------------------------------
          OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE,
          AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
                                                            ATTORNEY
          -----------------------------------------------
          TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED
          CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
          DATED
               -----------------


                         ----------------------------------------------
                 NOTICE: THE   SIGNATURE  TO  THIS   ASSIGNMENT   MUST
                         CORRESPOND  WITH THE NAME AS WRITTEN UPON THE
                         FACE OF THE CERTIFICATE IN EVERY  PARTICULAR,
                         WITHOUT  ALTERATION  OR  ENLARGEMENT  OR  ANY
                         CHANGE WHATEVER.